[Boutique] Capital Increase Agreement

Part 1: Capital Increase Agreement

Party A: _________

residence:_________

Legal representative: _________

Party B: _________

Place of residence: _________

Legal representative: _________

Based on the principle of "sincerity, equality, mutual benefit and development", Party A and Party B have reached the following agreements on various matters concerning the capital increase and share expansion of _________ companies after full consultation:

Article 1

1. Party A: _________ company, holding _________% of _________ company.

2. Party B: _________ company, will be transferred to Party A _________ company _________% equity

3. Subject company: _________ company.

Article 2 Approval and Approval

Both the Party A and Party B have obtained the approval of the corresponding authorities of Party A and Party B for the matters related to the capital increase and share expansion of _________.

Article 3 Specific matters of capital increase and share expansion

Party A will invest the land use rights of the land parcel.

Party B will invest in the ownership of the property located on the plot.

Article 4 Registered Capital and Equity Settlement after Capital Increase and Share Expansion

After completing the above capital increase and share expansion, the registered capital of the information company is _________ yuan. Party A holds _________% of the equity of the information company and _________% of the information company held by Party B.

Article 5

In order to ensure the normal operation of the information company, both parties agree that after the signing of this Agreement, both parties will report to the relevant industrial and commercial administrative department and go through the formalities of change in accordance with relevant government regulations.

Article 6 Declaration, Guarantee and Commitment

1. Party A makes the following representations, warranties and undertakings to Party B and confirms that Party B has signed this Agreement in accordance with these statements, warranties and undertakings:

Party A is an enterprise legal person established and validly existing in accordance with the law, and has obtained all authorizations, approvals and approvals required for capital increase and share expansion;

The land use rights of the information company under this Agreement do not contain any collateral, guarantee, lien and other circumstances or facts that affect the transfer of Party A to Party B in law and in fact;

Party A has the rights and capacity to sign this Agreement, and this Agreement constitutes a legally binding file for Party A upon signing;

Party A's obligations under this Agreement are legal and valid, and its performance will not conflict with other agreements obligations assumed by Party A, nor will it violate any laws.

2. Party B makes the following declarations, warranties and undertakings to Party A and confirms that Party A signs this Agreement in accordance with these statements, warranties and undertakings:

Party B is an enterprise legal person established and validly existing in accordance with the law, and has all the authorizations, approvals and approvals required for this capital increase and share expansion;

The property ownership of the information company under this Agreement does not contain any collateral, guarantee, lien and other circumstances or facts that affect the transfer of Party A to Party B in law and in fact;

Party B has the capacity and capacity to sign this Agreement, and this Agreement constitutes a legally binding file for Party B upon signing;

Party B's obligations under this Agreement are legal and valid, and its performance will not conflict with other agreements obligations undertaken by Party B, nor will it violate any laws.

Article 7 Termination of the Agreement

Any time prior to the legal change of shareholders in accordance with the provisions of this Agreement:

1. If one of the following circumstances occurs, Party A has the right to terminate this Agreement after notifying Party B and withdraw the capital increase under this Agreement:

If there is an event that cannot be expected and cannot be avoided, and the consequences cannot be overcome, the actual possibility of this capital increase and share expansion is actually impossible.

If Party B violates any of the terms of this Agreement, and the breach of contract makes the purpose of this Agreement unrealizable;

If there are any facts or circumstances that make Party B's statements, warranties and commitments untrue in substance.

2. If one of the following circumstances occurs, Party B has the right to terminate this Agreement after notifying Party A.

If Party A violates any of the provisions of this Agreement, and such breach of contract makes the purpose of this Agreement unrealizable;

If there are any facts or circumstances that make Party A's statements, warranties and commitments untrue in substance.

3. After termination of this contract by either party in accordance with the provisions of paragraphs 1 and 2 of this Article, the parties shall no longer enjoy this right except for the rights and obligations arising out of this Agreement, in addition to Articles 12, 13 and 14 of this Agreement and prior to termination. The rights in the agreement are no longer subject to the obligations of this agreement.

Article 8 Confidentiality

1. Information obtained by Party A and Party B regarding the signing and performance of this Agreement and related to the following items shall be kept strictly confidential. However, except as disclosed in paragraph 2 of this article.

The provisions of this Agreement;

Negotiations on this Agreement;

The subject matter of this Agreement;

Trade secrets of all parties.

2. The information referred to in paragraph 1 of this Article may only be disclosed by the parties to this Agreement only in the following circumstances.

Legal requirements;

The requirements of any government agency or regulatory body with jurisdiction;

Disclosed to the party's professional adviser or lawyer;

Not because of the fault of the party, the information enters the public domain;

The parties have given written consent in advance.

3. This clause still applies after the termination of this Agreement and is not subject to time limits.

Article 9 Disclaimer

1. Party A agrees to Party B or its directors because Party A violates its statement, guarantee and commitment or fails to perform other obligations in this Agreement, resulting in a lawsuit, claim or claim against Party B, its directors, employees, agents. The staff, the agent shall provide reasonable compensation for all the liabilities and expenses arising therefrom, except for the liability or loss caused by Party B's intention or negligence.

2. Party B agrees to Party A or its directors because Party B violates its statement, guarantee and commitment or fails to perform other obligations in this Agreement, resulting in a lawsuit, claim or claim against Party A, its directors, employees, agents. The staff, the agent shall provide reasonable compensation for all the liabilities and expenses arising therefrom, except for the liability or loss caused by Party A’s intention or negligence.

3. This clause still applies after the termination of this Agreement and is not subject to time limits.

Article 10: Matters not covered

This Agreement is the basic principle and content determined by the parties for this capital increase. The specific matters involved and the unfinished matters may be supplemented by Party A and Party B without violating the provisions of this Agreement. The Supplementary Agreement and this Agreement have The same legal effect.

Article 11 Agreement enters into force

This Agreement shall enter into force upon the signature of the authorized representatives of both parties. This contract is a _________ share, and both parties are _________.

person A person B:_________

Legal representative: _________ Legal representative: ______

_________Year ____________________________________________

Place of signing: _________ Signing location: _________

Part 2: Capital Increase Agreement

Party A:

residence:

Party B:

residence:

In view of the fact that all parties of Party A and Party B are the original shareholders of Company A, the parties have reached an agreement on the capital increase and share expansion of Company A in accordance with the principle of equality, voluntariness, fairness and justice.

I. The shareholding structure of Company A before the capital increase and share expansion

Party A's capital contribution is RMB ____ yuan, holding _________% equity of Company A; Party B's capital contribution is RMB ____ yuan, holding ______% equity of Company A.

Second, the capital increase and share expansion plan

1, the program content

The original A company will increase capital and expand shares, and increase the company's registered capital to RMB ____ yuan. Among them, the newly added registered capital is RMB ____ yuan.

Party A subscribes for the newly added capital of RMB ____ in cash. After Party A subscribes for the new capital contribution and pays it in place, Party A's total capital contribution is RMB ____ yuan, which holds a total of ______% equity of Company A.

Party B subscribes for the newly added capital of RMB ____ yuan in cash. After Party B subscribes for the new capital contribution and pays it in place, Party B's total capital contribution is RMB ____ yuan, which holds a total of ______% equity of Company A.

After the capital increase and share expansion is completed, the shareholders of the new A company will be composed of Party A and Party B. The new shareholders will re-edit the articles of association and reorganize the board of directors of the new company A.

Third, the restructuring of the new A company board of directors

1. The reorganized new A company board consists of ___ people. Among them, Party A nominates ___ people, and Party B nominates ___ people.

2. The chairman of the board is nominated by the ___ party and elected by the board of directors. The vice chairman is nominated by the ___ party and elected by the board of directors. The general manager is nominated by the ____ party and appointed by the board of directors. The chief financial officer is ____ The party is nominated and appointed by the board of directors.

4. Responsibilities and obligations of all parties

1. Party A guarantees that according to the provisions of this contract, the subscription capital contribution will be paid in place before the ___ year ___ month ___ day, and remitted into the original A company account or the corresponding industrial and commercial capital verification account.

2. Party B guarantees that according to the provisions of this contract, the subscription capital contribution will be paid in place before the ___ year ___ month ___ day, and remitted into the original A company account or the corresponding industrial and commercial capital verification account.

V. Statement, Commitment and Guarantee

1. Any one of the terms of this contract is stated as follows:

It has the powers and authorizations required to sign and perform this contract, and until the completion of the capital increase and expansion as described in this contract, it will continue to have all necessary powers and authorizations to fully perform its obligations under this contract;

The signing of this contract and the performance of its obligations under this contract will not infringe the rights of any third party.

2. Any one of the parties to this contract makes commitments and warranties to the other parties of this contract as follows:

Once this contract is signed, it constitutes a legal, valid and binding contract;

Its statements in the contract and the content of its commitments are true, complete and not misleading.

6. Liability for breach of contract

If either party fails to fully perform its obligations and obligations under this contract, it shall compensate for all economic losses caused to the non-defaulting party.

Seven, the contract takes effect

This contract shall become effective on the date of the signature of the parties or the signature of the authorized representative.

Eight, dispute jurisdiction

If there is a dispute arising from the performance of this contract, it shall be under the jurisdiction of the court of the residence of Company A.

IX. Supplementary provisions

This contract is made in triplicate, one for each of A and B, and one for company A.

Signature and seal of all parties:

Party A:

Party B:

year month day

Part 3: Capital Increase Agreement

Party A: _________ Valid ID Number:

Party B: Valid ID number:

The co-investors of the above parties have been friendly and negotiated. According to the laws and regulations of the People’s Republic of China, the two parties cooperate on the cooperation between the two parties on the principle of mutual benefit.

For the project matters, Party A will transfer the ____ equity in its name and initiate the establishment as the sponsor, and reach the following agreement to abide by.

The first joint investor's investment amount and investment method

Party A has fully understood Party B's business plan and agreed with its market prospects. It intends to invest venture funds to start business together with Party B.

Party A and Party B agree that the company incorporated by both parties shall be the project investment entity.

Party A shall provide Party B with the total capital contribution of the operating company as RMB in the capacity of the venture capital investor. The capital contribution of each party shall be: Party A shall contribute capital, accounting for the total capital contribution; Party B shall be responsible for the project market operation and management as the capital contribution, accounting for the total capital contribution. of.

The parties unanimously agreed to participate in the establishment of the company, and the co-investors will hold the total share capital of the company as: Party A and Party B.

Party A as a co-investor shall release the above-mentioned capital contribution to the designated bank by the date of the year:

company's account:

Bank of account:

Article 2 Profit Sharing and Loss Sharing

The co-investors share the profits of the co-investment according to the proportion of their capital contribution to the total capital contribution, and share the losses of the co-investment.

Co-investors are each responsible for co-investment within the limits of their capital contribution, and co-investors are responsible for the joint-stock company to the extent of their total capital contribution.

The shares formed by the co-investor's capital contribution and its indecent assets are the common property of the co-investors, and are shared by the co-investors according to their capital contribution ratio.

After co-investment in the share transfer of a company limited by shares, each co-investor has the right to acquire property in proportion to its contribution.

Third transaction execution

1. The co-investor entrusts Party B to perform daily business of co-investment on behalf of all co-investors, including but not limited to:

In the establishment stage of the joint-stock company, exercise and perform the rights and obligations as the promoter of the company limited by shares;

After the establishment of the joint stock company, exercise its rights as a shareholder of the joint stock company and fulfill its corresponding obligations;

Collecting asphyxiation resulting from co-investment and disposing it in accordance with the relevant provisions of this Agreement;

2. Other investors have the right to inspect the implementation of daily affairs, and Party B is obliged to report the business status and financial status of the joint investment to other investors;

3 The income generated by Party B's execution of the joint investment firm belongs to all the co-investors, and the losses or civil liabilities incurred shall be borne by the co-investors;

4. Party B shall be liable for compensation if it causes losses to other co-investors due to its negligence or non-compliance with this Agreement in the performance of its affairs;

5. The following matters of joint investment must be agreed by all co-investors:

Transfer of shares jointly invested in _________ Ltd.;

Expropriate the above shares;

Replace the executor.

Article 4 Transfer of Investment

1. When a co-investor transfers all or part of its capital contribution to a co-investment to a person other than the co-investor, it must be approved by all co-investors;

2. When co-investors transfer all or part of the investment amount in the joint investment, they shall notify other co-investors;

3. If a co-investor transfers its capital contribution according to law, under the same conditions, other co-investors have the right to be given priority.

Article 5 Other Rights and Obligations

1. Party A and other co-investors may not transfer or dispose of shares jointly invested;

2. The co-investor shall not transfer the shares and capital contributions held by the co-investor within three years from the date of registration of _________ Co., Ltd.;

After the establishment of 3_________ Co., Ltd., any co-investor may not withdraw the capital contribution from the joint investment;

4 After the establishment of the company, both parties shall continue to cooperate in operating investment according to the operation, share the profit of the joint investment, share the loss of the joint investment, and pay the monthly payment to Party B as the salary of the project market manager. The amount of wages is negotiated by both parties.

Article 6 Liability for breach of contract

In order to ensure the actual performance of this Agreement, Party A voluntarily provides all of its guarantees to other co-investors. Party A undertakes to assume liability for breach of contract to other co-investors in the event of default and damage to other co-investors.

Article 7 Other

1. If the matters not covered by this Agreement are agreed by the co-investors, a supplementary agreement shall be signed separately.

2. This Agreement shall enter into force upon signature and seal by all co-investors. This Agreement is in the form of _______ shares, and each co-investor holds one copy.

person A person B:_________

_______Year __________________ ___Year__ _月__ _Day

Signing location: _________ Signing location: ______ ___